Press ConferenceDecember 3, 2002Press ConferenceDecember 3, 2002

2

Major Step Forward for UCB Group

•Acquisition by UCB of Solutia's Resins, Acquisition by UCB of Solutia's Resins, Additives and Adhesives for 500 million Additives and Adhesives for 500 million USD USD

•Creation of a world-class business by Creation of a world-class business by merging the non-pharmaceutical merging the non-pharmaceutical activities of UCB (Chemicals and Films) activities of UCB (Chemicals and Films) into a new Sector called "Surface into a new Sector called "Surface Specialties“Specialties“

•UCB’s growth strategy in Pharma, as UCB’s growth strategy in Pharma, as Group’s core business, is confirmedGroup’s core business, is confirmed

3

Acquisition of Solutia’s Resins, Additives & Adhesives

•Solutia’s division “Resins, Additives & Adhesives” is a Solutia’s division “Resins, Additives & Adhesives” is a perfect match with UCB’s Chemical activities perfect match with UCB’s Chemical activities

•Unique opportunity to combine two highly complementary Unique opportunity to combine two highly complementary businessesbusinesses

•500 million USD, plus a 10 million USD exclusivity fee

•Timing :–Transaction expected to close early in 2003 –Integration will start as of the closing date

4

Creation of Surface Specialties

•Creation of a world-class player by merging non-pharma Creation of a world-class player by merging non-pharma activities in a new Sector called “Surface Specialties”activities in a new Sector called “Surface Specialties”

•Surface Specialties reaches critical mass and realises Surface Specialties reaches critical mass and realises necessary synergies, both in revenues and costs, to necessary synergies, both in revenues and costs, to achieve significant improvements in profitabilityachieve significant improvements in profitability

•Surface Specialties =–4,700 employees–23 plants–Sales: in excess of 1.5 billion €

5

Surface Specialties : Activities

SurfaceSurfaceSpecialtiesSpecialtiesSurfaceSurfaceSpecialtiesSpecialties

• Radcure resinsRadcure resins• Powder resinsPowder resins• Pressure-sensitive Pressure-sensitive

adhesivesadhesives• Polyurethane coatingsPolyurethane coatings

• High-end solvent-High-end solvent-borne coatingsborne coatings

• High-end waterborne High-end waterborne coatingscoatings

• Technical resinsTechnical resins• AdditivesAdditives

• Oriented poly-Oriented poly-propylene (OPP) filmpropylene (OPP) film

• Cellophane filmCellophane film

FilmsFilms

RESINS, ADDITIVES & ADHESIVES

Note: Chemicals excludes Methylamines; only major technologies are listed

6

Synergies : Strong Technology Fit Turnover 2001

*Reflects Solutia's reported net sales plus freight following UCB's definition of Turnover

261

141

7

29

31

82

32

126

42

155

114

82

5

82

32

126

73

184

121

266

High-endHigh-endMelamineMelamine

UCB ChemicalUCB ChemicalEUR MillionsEUR Millions

Solutia*Solutia*EUR MillionsEUR Millions

CombinedCombinedEUR MillionsEUR Millions

High-endHigh-endSolvent-borneSolvent-borne

In

du

stria

l Co

atin

gs

& I

nks

AdditivesAdditives

High-endHigh-endWaterborneWaterborne

PowdersPowders

Radcure Radcure

Pressure-sensitivePressure-sensitiveadhesivesadhesives

Technical Technical resinsresins

Nice fit, leading to an excellent Nice fit, leading to an excellent combination of high-end combination of high-end

technologies for Surface Treatmenttechnologies for Surface Treatment

223223

7

SURFACE SPECIALTIES WILL HAVE THE SCALE TO BE GLOBALLY EFFECTIVE

47004700

EmployeesEmployeesPlantsPlants

2323

Sales 2001Sales 2001(EUR Millions)(EUR Millions)

• World-class player with strong World-class player with strong positions in high-end resins and positions in high-end resins and filmsfilms

• Exciting value creation Exciting value creation prospects throughprospects through– Superior growth opportunities Superior growth opportunities

(environmentally friendly (environmentally friendly solutions, globalization)solutions, globalization)

– Significant performance Significant performance improvement opportunitiesimprovement opportunities

15031503

Press ConferenceDecember 3, 2002Press ConferenceDecember 3, 2002